Cardio Diagnostics Holdings Inc美股招股说明书(2025-09-23版)

CARDIO DIAGNOSTICS HOLDINGS, INC. Up to 41,199 Shares of Common Stock This prospectus relates to the resale from time to time by the Selling Stockholders (which term, as used in this prospectus, includes pledgees, donees, transferees orothersuccessors-in-interest) of up to an aggregate of 41,199 shares of common stock, $0.00001 par value (the “common stock” or the “shares”), including (i) 18,727 shares soldin the private placement described below and (ii) 22,472 shares issuable upon exercise of common stock purchase warrants also issued in the private placement and 3,745 sharesof which are issuable upon exercise of warrants issued to the placement agent (collectively, the “warrants”) as partial compensation for services rendered. On February 2, 2024 (pre-dating the 1-for-30 reverse stock split effected in May 2025), in accordance with executed subscription agreements with seven accreditedinvestors, we closed on the sale of 561,793 units (the “units”), each unit consisting of one share of Common stock and one warrant, which warrants are exercisable untilFebruary 2, 2030 at an exercise price of $1.78, subject to adjustment for stock splits, reverse stock splits and other similar events of recapitalization, including the 1-for-30reverse stock split we effected on May 12, 2025. On a post-reverse stock split basis, we issued 18,727 shares and warrants that are exercisable for 18,727 shares, plus 3,745placement agent warrants, all at an exercise price of $53.40. The units were sold to the investors in a private placement at a sale price of $1.78 ($53.40 on a post-reverse stocksplit basis) per unit (the “private placement”). We are notsellingany securities under this prospectus, and we will not receive any proceeds from the sale of the shares. We have agreed to bear all of the expenses incurred in connection with the registration of these shares. TheSelling Stockholderswill pay or assume discounts,commissions, fees of underwriters,sellingbrokers or dealer managers and similar expenses, if any, incurred for the sale of the shares. TheSelling Stockholdersmay offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing marketprices or at privately negotiated prices. For additional information on the methods of sale that may be used by theSelling Stockholders, see the section entitled “Plan ofDistribution” on page 103.For a list of theSelling Stockholders, see the section entitled “Selling Stockholders” on page 97. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and anyamendments or supplements carefully before you make your investment decision. You should carefully read this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find MoreInformation” on page 106 before you invest in any of our securities. The sale of some or all of the shares being offered in this prospectus could have adverse effects on the market for our common stock, including increasing volatility,limiting the availability of an active market and/or resulting in a significant decline in the public trading price. We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reportingrequirements for this prospectus and for future filings. The date of this Prospectus is September 19, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiMARKET, RANKING AND OTHER INDUSTRY DATEiiTRADEMARKSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1THE OFFERING6RISK FACTORS7USE OF PROCEEDS38DETERMINATION OF OFFERING PRICE38MARKET, PRICE, TICKER SYMBOLS AND DIVIDEND INFORMATION38MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS39BUSINESS52MANAGEMENT79EXECUTIVE AND DIRECTOR COMPENSATION88CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS94PRINCIPAL STOCKHOLDERS95SELLING STOCKHOLDERS97DESCRIPTION OF SECURITIES97PLAN OF DISTRIBUTION103LEGAL MATTERS106EXPERTS106WHERE YOU CAN FIND MORE INFORMATION106INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information provided in this Prospectus, as well as the information incorporated by reference into this Prospectus and any applicableprospectus supplement. Neither we nor the Selling Stockholders have authorized anyone to provide you with additional information or information different from thatcontained in this Prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of,any other information that others may give you. The Selling Stockholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offersand sales are permitted. You should not assume that the information in this Prospectus, any